Biofuels, Biomass & Landfill Gas

Representative Experience

• Represent a publicly traded, vertically integrated ethanol company that operates six ethanol plants capable of producing 480 million gallons per year (MGY) of ethanol and 1.5 million tons per year of distillers grains, as well as marketing an additional 360 MGY of ethanol third parties and blending/terminaling 495 MGY of fuels. Represent client in a broad range of legal matters including corporate governance, SEC reporting, operations, acquisitions, construction litigation, and employee benefits.
• Represent a public ethanol issuer with a 55 MGY ethanol plant in all aspects of finance and operations, including a $42.5 million Farm Credit System credit facility (lender selection, structuring closing, ongoing amendments) and provided representation on $9 million tax-increment financing. Provided representation on all environmental permitting matters related to plant construction and operations. Advised client in connection with final settlement of claims against construction contractor related to contracts in excess of $70 million for plant construction.
• Represent a public ethanol issuer that operates a 125 MGY ethanol plant utilizing excess steam from adjacent coal-fired power generation plant with significant minority investment from international grain trading company. Represent client in all aspects of corporate governance, financing, SEC reporting, service provider contract, as well as environmental regulations regarding air and wastewater emissions, including $126 million credit facility and establishment of a $36 million subordinated term loan facility.
• Represented an ethanol producer in a $20 million equity investment by an India-based company and a total of $110 million of long-term debt financing from a European banking group. Represented client in all negotiations with project lenders, vendors, service providers, feedstock providers, and ethanol and distillers grain marketers, as well as environmental regulators regarding air and wastewater emissions and water use.
• Represented a vertically integrated renewable gas company in securing $25 million in equity for construction of a 1.9 million MMBTUs per year of renewable natural gas facility that will process 4,300 tons of cow manure and 1,300 tons of non-dairy organic substances per day into pipeline-quality natural gas.
• Advised developer on project structuring, project financing, third-party investment, and negotiation of commercial contracts for a $25 million landfill gas project with annual production of 1 million MMBTUs.
• Represented developer of a poultry waste-to-energy project for the generation and supply of electric power to a U.S. Air Force base.
• Counseled a public company on its development of a closed-loop animal waste processing system to meet power needs of a co-located ethanol plant and food production facility. The digester processes animal and food production waste into an energy source for the ethanol plant, which produces distillers grains used in the food production process.
• Advised U.S. energy investment subsidiary of large Japanese conglomerate on its investment in a wood-fired power generation project development company in the southeastern United States. Work has included structuring and negotiation of the development company governance documents; review of power purchase agreements, equipment supply agreements, wood procurement agreements, and other project rights and contracts; and ongoing development company management issues.
• Counseled a landfill gas developer in Houston, Texas, on project development and operations contracts, capital raising, and investor matters.
• Advised major wood pulp producer in the southeastern United States on use and sale of a wood processing byproduct as an industrial fuel.
• Led international negotiation for oil and gas company leading to a successful 35-year oil and gas operating agreement with the Republic of Chile for the exploration and production of natural gas.
• Represented the first successful commercial producer of oil and gas in Belize, including negotiation of production-sharing agreement with the Government of Belize. Project featured in The New York Times and other national and local publications. Frequent interactions with all levels of the Government of Belize.
• Negotiated multiple joint venture agreements and accompanying AIPN-based joint operating agreements with respect to exploration and production of petroleum resources in Belize (parties included private investors and the Government of Belize).
• Represented client in Central America to counter the efforts of indigenous people (Maya) to prevent petroleum operations on the basis of ancestral property rights. Coordinated efforts of Queen’s counsel in London and local counsel in Central America to achieve amendment to the nation’s constitution, yielding win-win result for client, the Maya and the people of the host nation.
• Represented private energy company in successful effort to establish petroleum concessions in Guatemala and form joint venture to explore for petroleum.
• Coordinated or participated in all local legal and political efforts, including interactions at the highest levels of the Government of Guatemala.
• Represented energy company in efforts to secure rights to establish concessions to explore for petroleum in Afghanistan. Negotiated joint venture company agreement with counter-parties in Afghanistan and Dubai.
• Represented energy exploration company in joint venture negotiations with the former national oil company of Romania.
• Represented Hungary-based energy company in negotiation of joint venture to explore for petroleum throughout Hungary. Worked on multiple transactions involving counter-parties in Hungary, London, and throughout Europe. Provide ongoing legal representation to resulting joint ventures.
• Represented U.S.-based energy company in miscellaneous business ventures in Iraqi Kurdistan.
• Represented oil and gas company in its $110 million asset sale to a buyer in Bahrain.
• Successfully concluded the closing of large renewable natural gas project in Brown County, Wisconsin consisting of 14 large digesters, feedstock from a dozen dairies and other organic waste providers. Two of the digesters use non-dairy feedstock and produce electricity for project use; the other digesters produce RNG for sale as motor vehicle fuel. $140 million deal involved multiple dairies, three primary parcels of real estate, several state and local grants, senior bank debt guaranteed by the USDA, subordinated debt in the form of bonds, and tax equity.